The Second Age of Ultron
by AnuhdahPerson
Summary: Warning! Contains a few spoilers from the movie! If you have not seen Age of Ultron DO NOT READ THIS FANFICTION! Don't read the summery either. Or the next sentence. You just read this didn't you? Vision may have destroyed him but Ultron copied his code and stored it for later. So what's Ultron planning as he rebuilds himself and his army?
1. Prologue

_**First fanfic! Please review and tell me if I misspelled something or confused Tesseract with Bifrost. Hope you enjoy! :D**_

 _ **Disclaimer: I do not own Marvel or any of the characters (I don't know if civilians in trouble are copyright by Marvel or not). I do not own the word 'Superhero' either. That's copyrighted to DC and Marvel. Speaking of DC I don't own that too. :P**_

 _ **And I don't own Ultron. I have no idea if it counts I drew him for the cover. I think I need to search up disclaimer on the web...**_

I stared at the red human in front of me. So far, it was negotiating with me, offering me a spot on this Earth so long as I give up my attacks. For crying oil tears, I was trying to save the world and bring peace! Seriously, humans are such worriers of peace. The answer to the road was as simple as saying 'me'. Destroy the human race and get rid of those polluters. But noooooo. Human's like to make things complex.

"You are so naïve," I scowled at the red human.

"I was only born yesterday," he retorted. Angrily I lunged at him but his eyes narrowed and lasers blasted from the pupils. To be honest, I don't even know if that is possible by a human. It's almost too bad I wasn't the human instead. Those Avengers _had_ to ruin my fun.

While his laser tore me apart I realized this was the end of me. The end of the robot Ultron. Stupid humans. Then I remembered what I had done about an hour ago. As the laser crushed and destroyed the last of the wires in me I smiled at my brilliance. These puny humans thought I was finished. But the Age of Ultron will live on.

1 hour ago…

My best drone general, Ditto, waltzed to my side. "Master Ultron, the Avengers are all grouping the people for evacuation. Do you think we should start tearing apart the Earth?"

"You read my mind," I said somewhat bored. "I was just about to do it."

"Okay."

"Why don't you control Squadron U and L? Attack the Avengers from the west. Bleep (my other general) can get T and R and go from the south. And I will take O and N and make a direct path to the core."

"Yessir," said he. "I have one more proposal."

"What?!" I snapped. I didn't have a lot of time on my hands. Hopefully there wasn't much to the proposal. And if it was to change plans, I would respond no. Heck, I'd respond no to whatever it was.

"I think you should copy your program. If we are victorious it is there for backup. If we aren't, it's there to revive and rise again."

My hand slammed onto Ditto's chest. "We WILL be victorious. Now go round up your squadron." Ditto scrambled away, leaving me to think.

Hmmmm…not a bad idea. The Avengers have proven themselves to be a strong group but they wouldn't win. At least I hoped. I plugged myself into the power control machine in front of me and began to copy my code. If I was beaten, at least I could return. If I won, I could use this for extra Ultrons. How awesome would that be? Having clones of yourself?

A few minutes later the machine said it had copied everything. I unplugged myself, rounded up Squadrons O and N and went to raise the city and start my mission to tear the world apart.


	2. Ultron

My program feels weird. It's almost as if a bug crawled its way inside my control panel and caused a glitch. Okay, so maybe that's not the best way to describe what I feel like. Maybe someone hacked me.

I can see these weird blue 2D blocks floating in front of me. But I can't feel. All I can do outside this little colorful world is hear. I can hear voices. I think one of them is that patriot's voice. What was his name? Captain something. 'Avengers,' says he and I snap to attention.

"Today we proved that we are still stronger than robots." Yeah, right. "We have fought a tough war against Ultron. Now is the time to rebuild ourselves and prepare for what comes next."

Such a motivating speech. Not! Honestly I don't care what Captain Patriot has to say. All I want is to find out where the heck I am.

What intrigues me the most was the fact Captain said something about me. 'A tough war against Ultron.' Suddenly the pieces clicked. I was the program I copied. Ditto had seen the future! I would have to give him a promotion once I reconstruct myself. Wait, if I'm a program, that means all my drones have been destroyed and Ditto's dead too. Meh, I guess that means I can have the reward to myself.

I need to rebuild my robotic body. But from hunting around these 2D blocks I learn that S.H.I.E.L.D is up to other manufacturing projects and it would be suspicious if a machine starts building an Ultron. I also leaned Hammerhead is gone as well as Crack Shot, Tony Stark and Gamma Monster. Captain Patriot, Laser Eyes, Birdie, Tony Stark's stunt double, Kick-Ass Girl and Wanda Something are still with S.H.I.E.L.D. Sorry, I'm not good with names.

Maybe I need more of that Vibranium. I could become the invincible robot! I remember seeing bested factories down in Wakanda. They were abandoned so using them wasn't going to make humans suspicious would it? Carefully collecting all my data I jump across telephone wires to Wakanda.

Once there, I implant the building program in the factory machines. Immediately I can hear the rusty pieces of metal scraping as they collect broken parts of ships and build me. So I'm not going to be as beautiful as I used to be. Big deal. I can replace parts of myself. I did start out as a scrawny puppet. That was my first encounter with the Avengers. Boy, were they surprised!

This gives my time to think about what I should do when I'm back to being Ultron. Should I tear apart the world again? Should I destroy every human but leave the world in its round shape? Or should I try a new angle? The possibilities are endless! 'What do you think?' I try to say only to remember I don't have a voice box either. And no one's listening. Sad. :(

My program is inserted into the body. Finally some action! I could feel (yay! I can feel things!) the squeaking machines place my legs in before giving me the go ahead. Slowly, I open my eyes. It was pitch black in the workshop but I could see small traces of light.

I rolled to my feet. The Age of Ultron was back, baby!

 ** _I learned that I'm terrible at making motivational speeches for Captain America. Sorry but AoU didn't leave me enough clues at the end!_**

 ** _Thanks, Anon, for your review!_**


	3. Try Again

I didn't make a successful landing. Either that or my legs were terribly built. But I crashed to the ground on my face, sending all my gears sprawling around. I groaned loudly. Well at least I had my voicebox. Disabling my program from my robotic body I commanded the machines to re-rebuild me.

You know what's really sad? It took five days for the Wakanda to rebuild me correctly. Five days! I could have accomplished so much! But abandoned workshops are never extremely accurate. In those 120 hours or so wasted, the machines rebuilt me again and again. And they still don't have in correct. So here I am, wobbling on my unstable feet and holding a counterweight in one hand to keep from falling over.

I found a lake. Carefully lowering myself to my knees I studied my reflection. YIKES! What a sight I was! I didn't even look like Ultron, let alone the puppet I once was. I looked like a tiny person just created me. Children. That's what the humans called them. So if there is a group tiny robots I call them children, right? I could have sworn a group of tiny robots were called minute or runts. Or microbots. I think I need to go to the quiet building and rent a book on human literature. Library is what they called them, correct?

My mind's wandering again. It's almost worth it to go back to a travelling program. I think I'll do just that. But not after I test the work of the abandoned Wakanda machines. Picking up the counterweight, I started to try and stand. The counterweight yanked my arm off and my leg malfunctioned. That's it. I crawled the robotic body into the water so no one would find it. Just before the head slipped into the water I disabled my program and flew into the telephone wire.

Once in the wire I set out to find a better place to rebuild. I searched the world and found the Avengers' tower completely abandoned. I think they thought it was done for after I attacked they left it to burn. I constructed a program that would rebuild the manufacturing machines. Thanks for the leftover technology, Dad! Yes, I have a grudge against Stark but this was an exception.

It took the entire day to reconstruct the Stark Tower but it was worth it. At least it wasn't full of useless broken machines that would screw my bolts too tight or not screw them in at all.

The very next day, the last of the assembly line was completed and so began to work on Ultron. At this point, I feel like I am the King of the world. If I could, I would lounge in a chair and drink oil lemonade.

Less than fifteen minutes later, my body was complete. I transferred the program into the database and opened my eyes for the second time. It worked! I am a genius.

I still maintained a link to the telephone wires. In the meantime, I need something new to disguise myself. I raided a clothing store and bought a trench coat with a low brimmed hat and some way-too-big shoes. And since my feet kept sliding out like grease I was forced to tie it onto me. Finally I grabbed some sunglasses and shoved them on my face. While it messes up my eye scanners it will (hopefully) hide my true identity. Hehehe, now I'm like a DC superhero except without the hero.

Now to test my theory. With a hop in my step I walked onto the New York City street.

 _ **Kind of short chapters... -_- I'll see if I can lengthen them. In the meantime, I'm running low on idea for the next few chapters. Suggestions would be awesome!**_


	4. Disguised

I don't like sunglasses. They make my already red-sighted world a darker shade and now I can't see a single fire hydrant. But crashing into fire hydrants wasn't my only problem. I was noticeably taller than the typical human; about 7 feet. I also don't walk correctly. While humans tend to bump up and down as they walk my body moves smoothly in one line thanks to my spring added legs. And anyone that knew who the Fantastic Four were, I kind of resembled The Thing when he was disguised. Except a little more robotish.

People would stare at me confused. Another thing about humans, they tend to easily distract themselves and set all their focus on one object. I would attack them but I need to rebuild my army because what good super villain doesn't have an army?

My senses were telling me there was some foreign energy source somewhere. I could feel the electricity building. I tracked down the source to some field. Suddenly there was a lightning tornado. Mr. Hammerhead had returned from his trip to another world.

He stared at me. I was kind of hoping he wouldn't notice I'm Ultron but you never know what he thinks. I quickly take note of his height. It's about the same as mine, except off by a few inches. Well that makes things better for me. Now I don't look so irregular.

Hammerhead walks of, barely caring. He doesn't see me follow him. I keep my distance as he weaves through the crowd and I weave after. If he leads me to the Avengers' hideout I will be more than glad to see those heroes faces, even if they don't see me. Finding the avengers means knowing the right spot to attack.

Instead, he enters a building and heads down the hall to the elevators. He does know he can fly right? Quickly, I take one of the Kick-Ass Girl's trackers I found left at the tower and toss it. It clips to his cape just before the elevator doors shut.

I was disappointed to find out he just wanted to see some other girl. I was also disgusted as they put their mouths together. Kissing, as the humans called it. I guess that means he loves her but honestly, that is the grossest thing I've ever seen. And I had a database of Iron Man Stark Naked! No pun intended.

Discouraged, I leave Hammerhead alone with the girl. I climb on top of the building and sit. Then I contemplate.

I don't know how long I sat there but when someone said "Sir?" I jumped. I turned to see a little girl. She looks like she is still a child. Her brown hair blows playfully in the wind, surrounding her fair face. Her green eyes try to penetrate my red ones hidden behind the sunglasses.

"What?" I said. Kind of a roboticy voice but who am I to judge my own voice box?

"Are you okay?" Says she. I am more then okay, at this point. I am pretty satisfied with my (new) life.

"Of course I am. I was contemplating," I said. "Now go back to your men and woman, tiny human. I have things to do."

She doesn't move. Frustrated I shot forward and grabbed her. Then I cover her mouth with my cold metallic hand. "I gave you a chance to leave. Now you will come with me!" With that, I grew her off the building. She screams likes a little banshee.

Quickly, I snatch the gun I had hidden under the trench coat. Any superhero that passes by to save her I will shot. And Lo and Behold, Hammerhead is the first to attempt rescue. I shoot him in the back and he twitches. Well that didn't do anything. He did loose a little speed but revived so fast it was inhuman! But he wasn't the god! Or was he? Man I need to go back to lesson Avengers 101.

But it wasn't Hammerhead who saved the girl. It was the red human, Laser Eyes. Laser Eyes swipes under the girl and pulls her against his chest. He gently places her on the ground. I scowl.

Laser Eyes glances around and notices me. He points and catches Hammerhead's attention. Immediately, the two fly towards me. And what do I do? I just laugh.

 _ **I believe I rated this K+... was that overstepping the rating a little?... But this fanfic needed some action. Anyway, unnamed human girl is safe thanks to Vision! No Visions, Thors, or unnamed girls were harmed in the... you know what? That saying's way overused.**_

 _ **Thanks, Black' Victor Cachat, for the review! In the past four weeks I watched about 6 Marvel movies, Age of Ultron included. I thought it'd be funny if Ultron resembled Ben when the disguise was put on. I drew what he looks like and posted it on Deviantart but I can't get the URL on here! So anyone what knows how to do that please tell me (unless it's against the rules to put urls (even though I just read a fanfic with one)).**_


	5. Mjölnir!

Like his name, he lasers me. I knock off my disguise and begin rapidly shooting at him. He's not disturbed by any of the bullets. So he must be the inhuman.

Hammerhead shoots his lightning at me. With my awesome body I absorb most of his electricity. But trying to absorb Laser Eyes and Hammerhead's powers was too much and I was flung off the building.

I crashed through the ground. I swear I must have made a hole of fifty feet deep! But being Ultron it didn't hurt at all. I leap out and reach my hand forward. I snatch Laser Eye's leg and yank him to the ground. Laser Eyes climbs on top of me and punches my back. Oddly enough, I have reflexes and with each punch in my back, my body twitches. Finally he punched me so hard both my arms shot forward into thin air. What happens next surprises all of us.

Hammerhead's hammer shoots out of his hand and into mine. He and Laser Eyes stare in shock. Well I guess he's just Head now since I have the hammer.

"How is Ultron worthy of Mjolnir?" he chokes. This hammer thought I was worthy. Cool. I twist my arm and whack Laser Eyes off my back. Then I run around trying to whack my opponents with the hammer.

"Perhaps it is because he absorbed your power, Thor," said Laser Eyes. Oh so Thor was the name of Hamm-Just Head. Who would name their kid Thor? That was a Norse Mythology name.

 _ **Interruption Author Announcement: I am terribly sorry for offending anyone who's name is Thor or has an ancestor named Thor. I am also sorry for offending those who still believe in the Norse ways.**_

Thor reached for thin air. The hammer leaps from my hand to his. Laser Eyes kicks me off my feet. I get back up and do a round-house kick, taking both down. Then I reclaim the hammer.

"Vision! Tackle Ultron! Do not let him destroy the city with Mjölnir!" Cries Thor. To be honest, I didn't even think of using the hammer to destroy the city but now that he brought it up, it sounded like pure brilliance. And that's a lot coming from me.

Vision flies towards me. I pretend to be scared but at the last minute I punch him into Thor. Then I run off and begin smashing stuff with the hammer, Moldeer. What a weird name. Vision puts out his hand and Moldeer yanks free from me and flies to him. So I did the same thing and Moldeer comes back.

Now it's Thor's turn to reclaim the hammer. This game goes on for a while but I'm soon bored. So when I get the hammer back I magnetize it to me. Then I fly off, evilly laughing.

Two things I should know. One; never underestimate two super beings. Two; Moldeer's connection to Thor is stronger then any kind of technology. Thor reclaims his hammer and I am forced to run from them. No, fly.

Lucky for me, the couldn't keep up and I got away. Then I regretted it. I captured the two and removed their memories of what just happened. Now they would never tell the Avengers I was here. I released them and went back to my perch on the building.

 ** _Was looking at the lifetime left on the previous chapters. What happens if I don't finish the story before my 90 days are up (this won't take that long to finish)? Do I have to keep updating it every 89 days by adding a space somewhere after a sentence or will it automatically save once the story's finished? Or neither?_**

 ** _By the way, I felt random and typed an announcement in the middle of this chapter. No real reason besides to lengthen the chapter. Sorry, but this just might be the shortest chapter in the entire book (I hope)._**


	6. My Fun Spying Mission on the Hulk

I head back to the Avengers' tower. I really should rename that but the word s-t-a-r-k doesn't have any any good letters to stand for u-l-t-r-o-n. I guess T would be okay…

Anyway, now that I know how to do it, my program leaps out of my body. The body falls limp into the floor cavity I've built for it. Meanwhile, I bound across telephone cables again. It's a lot of fun being this awesome.

I decide to spy on my dad. I spring around until I make it to Malibu Mansion. There, I fly into one of his suits to watch him.

He's building. Or inventing. Can't tell the difference, especially when it involves technology. An empty glass bottle flies towards me. It smashes against the suit. He's now grumbling something but I can't make out his slurred words.

I watch as he tried to screw in a bolt but it slips out of his hand. He reaches down and instead of picking up the bolt he picks up a soda can. Then he tried to screw that in. His actions are sloppy and I'm really confused.

It doesn't look like much is going on with him. I decide to travel somewhere else and spy on another Avenger.

I find that girl Wanda. She's grieving over her boyfriend/husband/best friend/just-a-friend's lost. She walking around asking repeatedly "Why? Why did it have to be Pietro?" I don't understand why she's so upset about it. It's just another human. Bored, I run off.

Now here's someone interesting. Green Guy without the green. He's in China at a Chinese Restaurant and eating something humans called dumplings. I watch as he delicately nibbles on his food, which is really opposite of what I know him as.

Interested, I call in my body. It takes about a minute for it to get from New York to Beijing, meaning I need to work on the speed of the repulsors. I let my program climb in and dawn the disguise. Then I enter the restaurant.

A woman greets me. "Nin Hao! Huānyíng xiàng dīng yī líng cāntīng. Yǒu duōshǎo nǐ de jùhuì?"

Uhhhhhh…quickly, I tap into my Chinese database. I love being a robot. Okay so she just said 'Hello. Welcome to the Ding a Ling restaurant. How many in your party?'

"Just one," said I. Seeing her confusion, I repeated it in Chinese.

"Dāngrán, duì zhè zhǒng fāngshì. (Of course, right this way)" Eagerly I follow. While she doesn't lead me anywhere near Giant Greenie Dog Treat I accept the table she leads me to. Once she's gone I throw a gadget to the floor. While the device finds the Greenie it scans him so I can search my database for his real name. The Hulk; Alter Ego: Bruce Banner; Was exposed to Gamma rays; Actor: Mark Ruffalo; Man, Google has everything!

My device finds Bruce/Mark/The Hulk. It copies the gamma cells and returns back to me. Right after that, the Chinese woman returns and asked me if I want something to drink. Great. I totally forgot I was in a public place. I said water was fine. She leaves.

This gives me a few seconds to study the gamma cells. When she returns with the water I say I need some more time. But I wonder what I should do with the gamma cell copy.

Then a lightbulb cracks over my head. No seriously, I stood up at my genius idea and banged my head on the overhanging chandelier. It broke and crashed to the ground. Well, there goes my low profile. People stare at me like I'm insane. Bruce, however, sees right through my disguise. He gasps and I know my time's up. I take off the coat and hat and shoot the shoes off. Meanwhile, Banner gets all green and people scream.

I'm still shooting at the Gamma monster but he's not fazed. He leaves me with no choice but to break a window and dive out.

I'm now flying and shooting. There's only one problem. What was I thinking of doing with the gamma cells before the incident?

 _ **There are actual dog treats called Greenies. I feed them to my dog all the time. They're green (obviously) and shaped like little toothbrushes. They help get rid of plaque on a dog's teeth.**_

 _ **Okay, so now that I've given you a short lesson on dog treats it's back to the writing block! I could also use a way better title for this chapter.**_


	7. Azguard

If I told you gamma monsters were as contagious as door frames would you believe me? Or it was the chandelier or jumping out the window but I completely forgot what I was going to use the gamma energy for. It didn't matter right now. The hulk is tearing apart everything and I'm dodging his fat fists.

It's a wild chase. I was actually having fun! I lead the Hulk all around China flying or foot before flying across the South China Sea. And what does Hulky do? He swims after me. I have never seen anyone swim as fast as him! I decide to cross the Atlantic. Guess who's after me?

Hulk has more stamina than any human I have seen. Either that or it's his adrenaline that's running him. He swims right to California and is still chasing me.

I send some of my program out to find Kick-Ass Girl. It comes back telling me the exact coordinates of the New Avengers Base. Leading the Hulk there was easy. All I had to do is fly higher or lower then him. I also had to dodge his fists and anything that's thrown at me.

Kick-Ass Girl is outside. She's staring into the void. Suddenly here comes the Hulk. She turns to see the rampaging monster nearly run her over. I keep out of her eyeshot by flying way up high

"Hey Big Guy! Sun's way too low!" Shouts she and she chases him. I hide and watch as she calms the Hulk. He turns into Bruce Banner.

"Natasha," he breathes. Natasha. Natasha. What a weird name? To me, it sounds like Nut Shell with an A trying to sound like a girl's name. "Ultron…he's back…"

She stares in disbelief. As for me, my cover is blown. For good. I sneak away and head back to the Avengers Tower. There, I must think of my next move.

But first, I set the machines to start producing an army. It's time to get down and dirty, people! No, not the usual down and dirty. You really think I want that?

I take out the gamma cell copy. When I remember what I wanted it for, I'll make sure to use it. I'll also make sure not to walk through a doorway.

Then I feel a weird energy source. It has the same excitement as the portal Hammer-Thor had teleported in. I follow it to the same happy green place. Central Park blares on a sign. I shrug and follow the source. The energy is very strong here.

Suddenly a lightning tornado surrounds me. Before I can react I'm sucked into space and flying at breakneck speed. It's a blur of colors here but while they were blinding I could see without squinting.

With a satisfying POP! I'm shot from the portal and thrashed around across a golden floor. It's only after I send my head through the wall do I stop rolling. From my point of view, I probably looked like one of those deer heads sticking though a human's residence wall. Not sure if I can say the same thing for the rest of me.

I try and free myself to no avail. I feel someone grab me and pull me out. We are sent across the floor again and I ready myself in case he/she attacks me.

The helper gets up. Oh, it's just that pretty boy again. What was his name? I remember seeing some humans totally obsessed with him. Hiddensomething, Hiddenson, Hiddenston, no wait-Hiddleston! It's that guy Tom Hiddleston.

"Hello Mister Tom Hiddleston," I drawl. "What are you doing this 'fine' day?"

"What? Are you calling me a mortal's name? I am Loki of Asgard and I want to know who you are and why you are here?"

"Loki? That's the God of Mischief's name."

"Well you know me a little better than I know you. Now tell me, who are you?"

I run a data search on Loki. Prince of Asgard/Jotunheim, ey? Well let's see what his patience is like. I hold up on telling my name.

"I know your brother, Hamm-Thor," I say, making a mental note that I need to work on memorizing that. "He's quite the jerk."

"Jerk? What the Muspelheim is that?"

"Think someone who's dull. Oafish. Duh."

Loki looks amused. But only for a second. Then his eyes narrow and he says "You never did answer my question. Who are you, intruder?

Enough waiting. I leap forward and lift him by his collar. Short God. Then I glare into his surprised eyes.

"I am Ultron Prime. And you are going to Avenge the Avengers for me."

 _ **Just like in the movie, Ultron gets a little darker as the plot goes along. Meanwhile Loki remains Loki.**_

 _ **Been wanting to ask this question for a while. For any Loki or Tom Hiddleston fans out there (mainly just the Hiddleston ones) would you be willing to watch Tinker Bell and the Pirate Fairy just for the sake that Tom voices in it? My answer would, sadly, be no. Partly because it's Tinker Bell, and the other partly because it has no Thor, no Loki, no Avengers in it. Yep. My life seems to be revolving around the Marvel Universe.**_


	8. Loki's Dumb Plan to End Me

I'm not fond of this Loki. He just tricked me with his little visionaries and I'm wanting revenge but I need to concentrate. From what my scanners obtained, Asgard is filled with technology that is way more advanced then Earth's. And yet they don't know what cars are. Or telephones or even an artificial light is. Seriously, they live by candle light and ride horses to move fast.

My data says the technology has been modified to do things efficiently and effectively. Asgard is a get-it-done world. Sounds like a desirable place to spread peace once I'm done with Earth.

Loki guides me along the twisty halls of the Asgard temple. He shows me the room of leftover technology I can take and test at my building.

"What plan do you have in mind for taking over Midgard?" Loki asks. I see a glint in his eyes and it tells me he wants to rule Midgard.

"Plunge it into eternal peace." I wasn't the least bit surprised when his eyes became dinner plates.

"That's it? You don't want someone to look down at? You don't want to rule?"

"Of course I want to rule! I want to rule at making peace happen! And by making peace, I need to wipe off the entire human population, Avengers, New Avengers and Vision included. S.H.I.E.L.D is also part of the pack.

He doesn't look happy. "Wipe out humanity?"

"Yes. You yourself said you thought very lowly of humans. I will rid them all for my own sake. Plus, I need some fresh air. Humans and their technology. They pollute too much!"

Loki backs away from me. "You are insane." He points his staff towards my heart.

"You sound like this group called the Avengers," I say. Let's see if I can get on his nerves.

Loki fires ice at me. I remember the small bit of Thor Power I absorbed earlier and use it to block the ice.

"What? You have my brother's power?!"

"Yep. And I can lift his square hammer too!" I say proudly. "By the way, I thought you didn't want to consider him your brother.

He's even more furious now. I happily laser his hand. Loki drops the staff, wincing. Then I pick him up and carry him down the hall. "Hey! Where are you bringing me? Lemme go!" His kicking is making it hard to walk do I fly instead.

Without being seen I toss Loki into the Bifrost. Then I go back to the castle and take my Asgard tech before porting back to Earth.

Well someone turned the Avengers Assemble! switch on. Every cubic foot is being closely watched by the police, S.H.I.E.L.D or an Avenger, new or old.

Carefully maneuvering around the patrol, I enter my building and begin working on my outer space tech. It's almost like it's alive. The Asgard tech immediately recognizes the program I wrote and begins working on a me. And I didn't need to even assemble it! It did that itself.

Since I had some down time, I decide to update my copy of my program. Ditto would have probably said something to be about updating every once and while. That way, I was always up-to-date.

By the time I'm done updating my program memory file, the Asgardian tech has built three henchmen. "Awesome," I muttered to myself. "Within a week, I can make what I was built to make: peace! And the Avengers will never stop me! Bwahahahaha!"

I wasn't expecting any visitors but my robot senses tell me someone is coming to visit me and negotiate terms. Hiding the room with the Asgard tech by using lasers and steel doors I load a gun and prepare for the best, worst or whatever lies ahead.

 _ **To be honest, I was brain dead when it time for Ultron to leave Asgard. I didn't know how to get rid of Loki and have Ultron get the tech. All without Odin or any Asgardian noticing. So if there is a better way to get rid of Loki I'd be glad to hear it.**_

 _ **And this chapter needs a better name too.**_

 _ **Here's another fun question (just for the sake of fun questions): Would you rather be Vision or Ultron?**_


	9. Cerinumi- Braniac in Marvel form

The door bursts down. In comes a yellow Vision. He's flying and resembles a cross between Wanda and Vision.

"Ultron Prime, I presume?"

"Yes, and you are..?" I search me database.

"Cerinumianimumbellnium (SAIR-ree-NOO-me-AN-ee-mum-BELL-nyum), the Hoaxer." He smiles. "I'm the nemesis of someone known as the Scarlett Witch. She's currently working for something called S.H.I.E.L.D but I dunno."

I can't remember his name. "Okay, Cranium, what do you want with-"

"Cerinumianimumbellnium! What? Too much for you to remember?" He groaned. "Everyone has a problem pronouncing it. But I created it! I needed a cool name! What's a nemesis of the Scarlett Witch without a cool name?"

"And what's a Marvel movie without at least one robot gone weird?" I thought about his name. "Can I call you Cerebellum for short. In return, you can come up with some fancy name for me or you can give me a nickname."

"Okay! Your new name is Ultrasonicnimioreoplokeyan (Ultra-Sonic-Nee-Me-Oreo-Ploki-An)." Geez this guy was weird.

"Fine. You're Cerebellum and I'm Ultro-"

"No I'm Cerinumianimumbellnium and you're Ultrasonicnimioreoplokeyan!"

Exhausted of his weirdness I struggle to keep calm and ask "What do you want? I'm sure it's something important."

"I want your autograph! You are the most amazing robot in the world!" He hold out a piece of paper and a pen. I don't sign it. Instead I twack him hard across the chest then laser his shoulder. "Oh my god! I'll never let that shoulder heal! Thank you Ultron!" He runs away screaming "Ultron lasered me! Yayyyy!"

I've had enough of New York City weirdos. I fly to Berlin instead. And I'm one lucky duck running into Captain Patriot. What's he doing here?

"So you have returned you big bully," he says dramatically.

"Indeed," I say in the same tone. I raise my left leg and push it slowly through the air. Then I let it fall. Then I repeat with my right leg. My eyes are fixed on the soldier's eyes. I keep striding forward and he is just glaring.

Then his glare goes away. "Why are you walking so slow?" He says.

"For dramatic effect! Duh! It's the Ultronmate Showdown between the leader of the Avengers and the leader of a futured worked of peace." I stop walking.

"How did you come back?" He looks baffled. I raise my finger to my mouth and shake my head. No way am I giving out my secret to survival!

"Well if you don't mind, I'm moving less dramatically." With that, he throws his shield at my head. I duck the frisbee. Then I release fire on him. Dang it! Forgot his shield was Vibranium. Well I left my Vibranium in Wakanda so no advantage there.

I fly forward and snatch him off the ground. He whips out a gun and begins shooting me. I shoot him back. He blocks with his shield. Then he kicks me and gets away. I whip out some cable ties and try to tie him. Bad idea.

With his frisbee he rebounds the coils. They wrap around me, immobilizing my arms and legs. I have no choice but to give into him. "Not as epic as you were hoping, right?"

"Agreed," I grunted. Then I call on my technology at the tower. A pair of wire cutters flies over to me and frees me. I leave the patriot and soar away back to T tower (that's what I called it. Was too lazy to purchase the rest of the letters in my name).

My time to strike is drawing near. I must prepare for the real Ultronmate Showdown.

 _ **Would have been the Ultronmate Showdown but I need all the Avengers there. I'm not just going let them all drop in at the right time, right places. That's way cliche.**_

 _ **Another question: Do you listen to music while writing? I do! Most of thi chapter I listened to Thor: The Dark World Theme. Which should have been used when I was writing about Loki, not the weirdo that I can't even remember the name to. If you can actually remember it without looking at the pronunciation you get a cookie and/or an Ultron Drone to do your homework. Imaginary. :P**_


	10. More Fighting!

I retired to T Tower. Apparently I had a security breach too. Waiting patiently in the parlor is Loki. "Wait, how did you get here?" I yelped.

"Well you threw me into the Tesseract," he said. "And I came out the other end here in this city. The last time I saw this tower, it had an A left on the side. And now it has a T. My guess was either the Avengers changed their name or someone else bought the tower."

"Correction," I cut in. "I renovated the tower. After my assault against them they just left this good pile of junk on the ground. So I fixed it up. It's now mine."

"Why the T? Your name starts with a U."

"No it doesn't. It starts with U."

"I just said that."

"You said it started with A."

Loki slams his staff against the ground and stands up. "I've had enough of your games, Midgard thing! And I will not tolerate with your stupidity anymore!"

"Whoa, easy Blue Boy. Your tongue is getting a little sharp."

"What did you just call me?" Demands Loki. I just tell him to look at his hands. Loki has changed his eyes to a red hue and his smooth skin converted to rough blue skin. I've got him mad, alright. "You just wait! I'll make you regret everything you've said and then you'll be sorry!"

"Really?" I said, eyes half closed. "So what are you gonna do? Run to you mommy and daddy saying 'Ultron's being a bad boy!' or you gonna head to the Avengers and scream 'Ultron took over your old tower!' Oooorrr, are you going to tell all the OC girls that love you from fan fictions that I'm being naughty? Possibilities aren't endless so stop in now and get your chance of going to jail 15% off!"

"Oh, aren't you a scream?" Murmurs Loki. His skin changes back to normal.

"Why haven't you attacked me yet?"

"Now that you mentioned it…" Loki thrusts ice towards me. My arm freezes against the wall. He flings himself at me but I kick him backwards.

Without him knowing, I upgrade myself while keeping him busy. Then Loki is hit on the head with the machinery. It quickly pastes armor on my already-armored body. Then I light myself I fire. "Hey look! I'm ripping of Johnny Storm!" I scream. My arm is unfrozen and I kick Loki across the room. He grunts before trying to freeze me again. I dodge the blast, reach out to grab him but my hand goes right through his chest. He also disappears. Creepy. I mean, what if I had just gone through his skin? Then I could have grabbed his heart…yuck, too disgusting to think about.

"Behind you." He kicks my back sending me to the ground. Something's odd about the way he's fighting. He's not fighting very hard.

I grab his leg and hold him upside down. "Something's going to explode in five…four…three…two…one…" BOOM! "Right on cue," I grumbled and dropped him to the ground. My scanners are telling me the explosion was for the Avengers New Base. How fun.

Angry, I haul Loki off into a room. "You can't escape here. I've copied your cells and found repelling cells to go with it. Try any trick but it won't work." He does but he can't perform a single trick, not even the simplest little magic trick.

"You'll pay for-" I tape his mouth and his hands.

"Quit repeating yourself! I scold. Then I leave him in the room.

Since I have to wait for my army to build I head off to my Dad's old lab and begin building. I think T Tower needs some more renovations on it. And I have plenty of downtime to kill!

 _ **Don't own any OC characters (even though I never mentioned them). :P**_

 _ **Okay this would have been the last chapter but I realized there are a lot of 'strings on me'. So to tie those strings up, I needed to extend the book. And by extending, you're going to have to live through tow more chapters plus the epilogue. Sorry, but the book just kind of took control of me.**_

 _ **Anyway, no Avengers in this chapter. They'll be in the next one for sure.**_

 _ **Annnddd... I'm out of random questions. So you just get a boring monotonous speech about nothingness.**_


	11. Suspense!

My army sits, waiting expectantly. The Asgardian Technology has produced me a militia of five million in ten days. Now I am ready for the Avengers. When the attack me I'll-heck, why wait? I'll find them and fight.

I've done research on all the Avengers I'm against. I know there will be Captain America, Nut-Shell-A, Wanda, these guys name Falcon and War Machine and of course, Vision. Then there are the extras or the resigned or the temporary. Thor, Iron Man, Hawkeye the Archer, Hulk, they'll be there too. Then you got S.H.I.E.L.D. They aren't Avengers, just more humans fighting me.

Lucky for me, I have programmed each of my robots to recognize each hero (and S.H.I.E.L.D) and use its weakness against them. They can also transform into allies, thanks to some close study to Loki's cells and magical abilities. Now the Avengers will never know if they're fighting friend or foe. I'm a super genius. I'm surprised I haven't been nominated by someone to Super Computer.

Speaking of Loki, I put him in jail. I thought he deserved it since he was awful rude to me, especially since all I wanted to do was bring peace. A little prison time teaches everyone a lesson.

"Dash, Dot, Dit, Parentheses, wait-why did I name one of my robot generals Parentheses?" I said out loud. The generals were just as confused. Oh well. Might as well let it slide. "Let's move out. We need to find the Avengers."

My robot minions split up, looking for trouble all over the world. Dot breaks into a building and steals jewelry. Dash crashes parties in Russia. Dit is robbing food out of people's refrigerators. Parentheses is scaring all the dogs around the world. As for me, I am clutching my head in my metal hand. Why did I program such dumdums? Wait, a dumdum is a soft-tipped bullet that technically splits in two when it hits something. Would duuuuhhh fit better?

Anyway I don't have time to pay attention to that. I fly around the countryside and see the archer. Hey look! It's that little girl I threw off the top of a building! She looks like it's his daughter. Wow, it's a small world.

I begin shooting at the crops. Hawkeye freaks out and orders his family inside. Then he snatches his bow and fires and arrow at me. I dodge it. He shoots another. This one I alternate the path and send it back to him. He's thrown through the air.

I see the tractor in the fields. Scanning it and finish out there was still gas in it I leap behind the tractor. He runs forward to shoot me. I shoot back. At the last moment I fly upwards and send an array of shots at the tractor. It explodes. But so does Hawkeye's arrow that had found its way to me.

Suddenly I'm pulled out to sky. It's Thor. He slams me to the ground and begins pounding me with his little precious hammer. "You know, I liked it better when you, Vision and I were having a hammer catch game," I reminded. Then I grabbed Moldeer and yank it out of his hand. I bring it down on Thor now. Then an arrow explodes.

Fighting! Action! Explosions! Robots! Gods! Super awesome humans! It's all you could ask for in a fight. I finally manage to breaks free of their grip and fly towards California. Thor follows, his hand clutching Hawkeye. I shoot Thor's hand. He drops the archer who starts screaming like a little girl. Thor abandons my chase to save his friend.

I'm in California. So is the Hulk. And the rest of the Avengers. I feel the air change and that victorious aroma rises in the air. All we have to do is get Thor and Hawkeye here and this will be the Final Epic Showdown.

There's only one problem. There is a new Avenger on the team. I scan him. Hank Pym, aka Ant-Man. And I don't think my robots have been programmed to play with his weakness. Hmm… looks like I was missing a file there.

 _ **Roll credits! A lead up to the movie Ant-Man! Even though it's not the real Hank Pym in the movie I'm still super excited for the movie to come out! Ye-Haw!**_

 _ **And yes, I'm going to leave you hanging. No Ultronmate Showdown yet.**_

 _ **Hehe. I'll be going away for about five days. Should I have you waiting or post the last chapter and epilogue tomorrow? I could be mean to you all and leave you hanging for a week minus a day... :P**_


	12. Looks Like the Show' on

Ant-Man. Besides the helmet he's not very antish. And he looks like another lame human. But there's no time to think fully about that because Black Widow is boosted into the air by Captain America. She hitches her arm around my neck and slings herself on my back. Then she tries to rip my head off. Decapitating robots! It would be fun except it's happening to me.

"Looks likes the show's on!" I sneered.I turn off my repulsors and let myself fall onto my back. When I get up Widow's unconscious. One down, some number to go.

"You will pay for this!" screams Hawkeye. He shoots an arrow at me and sends me flying across the ground. Then Hulk and Thor come racing towards me. I steal Thor's hammer from him and use it to send Hulk into the puny god.

"Ultron is worthy of Mjölnir?!" cries Thor.

"Yeah, remember?" I say as I use it to block Cap's shield and throw it at Vision. Blank stares from everyone. Oh yeah, I removed their memories. "I stole some of Thor's power," I said lazily.

"How dare you!" Roars Thor. He takes Mjölnir back and whacks me across the face. Wanda uses her curse to pick me up and Vision lasers me.

Hey wait. Where's Ant-Man? I could have sworn he was standing right there in front of me. Oh well. He looked totally useless and must have ran away.

Here comes my army! Finally. What the heck took them so darn long? The army levitates over me and I give the Avengers my evil laugh. I'm still the good guy around here but evil laughs are so much cooler.

"Is that the best you got?" Roared Thor. Someone was on lightning today.

"Didn't we already go through this?" I say. My army suddenly converts to copies of the Avengers. Except the unconscious spider woman (get it? She's a black widow! Hahahahahha! No? Just me? Ouch, apparently I have a bad sense of humor. Oh well, back to me winning the battle). I myself turn into Iron Man. "Let's have some fun! ATTACK!"

"I never knew I looked so handsome," commented the real Iron Man.

"We need a way to tell the difference between the real us and Ultron's copies!" calls the winter soldier.

"Stay together. Duh," replies the iron clad human.

"HULK SMASH!"" Hulk smashes the ground and runs off, smashing robots (and the real Scarlet Witch and Hawkeye) to the side. Thanks to Hulk, Wanda and Clint are down on the ground taking a nap.

"Never mind," said Tony.

Vision grabs a Thor. He throws it into a pile of Iron Mans then lasers some Captain Americas. "Keep talking to each other," says he. "And get UItron!"

I swap my figure into Thor. The remainder of the crew is smashing the Iron Mans when another legion of my army enters. "This is just great," mutters Falcon. "Ant-Man, get the group of Captain Americas. Thor, you get the new army. War Machine, you got the Iron Mans. Hulk, smash."

"Face the wrath of Mjölnir!" Thunders-I think you know who. Everyone is electrocuted. War Machine, Iron Man and Captain America block the lightning. Vision and I absorb it. I don't know about Ant-Man but Falcon's now down and Hulk is walking around stupidly.

"Well done, Blondie!" scolded War Machine.

"Heh, Thor's got a girl's name for a nickname," I said. The Avengers look at me like I'm an idiot. "Seriously? Have you ever read the comic Blondie? No? Ugh."

Well Thor's lightning stunned Hulk. It also made him angrier. He began smashing everything (like he does anything else). He slams Thor to the ground, knocking the stuffing out of the god. Then he whacks aside a pile of Thors, Iron Mans, and Hulks. He snatches me and slams me to the ground before hopping over. Obviously he thought I was just another copy of Thor. And while he's at it, there goes Vision. War Machine and Iron Man shoot at random robots and Cap decapitates some. Hulk knocks out the soldier.

His anger only grows bigger. "Hulk strongest there is!" He roars and grabs the iron humans. He rips off War Machine's helmet and rams him to the ground. That just leaves me, Hulk, Iron Man and the various robots left in my army.

"I'm calling in Veronica," says Tony. He buzzes around the battlefield, leading the Hulk around and destroying my army.

"Hulk smash Veronica!" Reminded Hulk.

"Okay, then. I'm calling in Acala." I slip away.

"What kind of name is Acala?" Hulk demanded.

"It was a typo! It sounded cool so I named a suit after it!" Hulk shakes his head and goes back to smashing.

When Acala arrives I hack its program. It opens up and begins to fight the Hulk. "Wait! What about me?" Shouted Stark. Acala just knocks him out.

It's a ferocious fight. But the Hulk wins. He slams me down (I'm now another Hulk) and plops Acala on top of me. Then he bounds off to create more detection. I kick Acala off me and start to get up but something immobilizes me. An army of ants is covering my body and leading them is Ant-Man. He slips inside me and begins cutting my wires. Remembering my Loki upgrade I light myself to flame. It kills all the little ants and Ant-Man is forced to return to normal size. I knock him out too.

I leave him there and head back to T Tower. When I enter something doesn't feel right. Suddenly my wires at being torn apart. I only have seconds to turn around and see my killer. His smile says it all. I'm dead.

As I think about the program I uploaded earlier I realize The Age of Ultron is still on. I also remember what I wanted to use to gamma cells for. To turn myself into a hulking robot monster.

 _ **THE END**_

 _ **And that's a wrap! The Second Age of Ultron is over!**_

 ** _Big thank yous built out of Ultron's parts to all of you who reviewed this book! Special thanks to Black' Victor Cachat for being such a loyal reviewer!_**

 ** _And by the way, I finally straightened out Tesseract and Bifrost. Which probably means I can go back and fix that in the chapter More Fighting!, eh. I'll just leave it there. :P_**

 _ **I still could use on advice on what to do with the document life. Do I keep updating it to reset the time or is there a way to permanently save them? Maybe I'll find that out when my time runs out.**_

 _ **Disclaimer again: I do not own Marvel or any of the characters including the Ultron I drew for the front cover (well I don't own Ultron, I just own my pixel pen and bucket (no wait, would those be copyrighted by Microsoft Paint?)). I do not own the word Superhero (yes that was in the book). That is property of Marvel and DC. Speaking of which, I don't own DC. Finally, all OC characters belong to their creators.**_


	13. Epilogue

_**Here's the epilogue. Ties up a little more that I missed earlier and couldn't find a good place to fit in.**_

The slim figure with pitch black hair smiled as he hacked through the Ultron files with a small USB chip, erasing everything. He destroyed the body and threw the smashed pieces in the garbage bin behind the building. He collected the Vibranium and Asgard Technology before taking the hacking chip with him. Not only was Ultron cleared of the Internet but all the proof his destroyer was here was dead too.

Ultron never knew what happened. "Shouldn't have put me in prison," sneered Loki Laufeyson as he crushed the program table. "Told you you would pay. Now, thanks to your hard work, I can take this Vibranium and Asgardian Technology and create an army for the next time I strike! Mwahahahaha!"

Suddenly Loki heard voices. "What in the name of Vanaheim happened to my tower!?" Screamed Tony Stark. "And now I'm starting to sound like Thor! All my beautiful work! Gone!" He began a series of fake sobs

Captain America stared at the tower. "I don't remember your tower having a u-l-t-r-o-n on the side of it." He said sarcastically. He and the other Avengers gather around the bottom of the tower which wasn't called T Tower anymore. Now it was Ultron Tower.

"You think Ultron's in there?" Questioned Falcon.

"Let us find out," grumbled Thor. He smashed down a wall to the basement.

"Smashing is my thing!" Whined the Hulk. Loki, meanwhile, is forced to slip away without the others knowing. He hopped onto a speeder the the docking bay. Suddenly the Hulk roared, shaking the tower. At the same time Loki kicked off the speeder. The hacking chip slipped from his hand and he couldn't go back get it. It fell to the foot of the tower. He scowled. Great, now how was he going to mass produce copies of Hulking Ultrons?

"He's wrecked everything!" Stark continued to scream. "All my hard work; down the drain!"

"Shut up!" Snapped Hank Pym. "You just said that and we don't have time for your complaining! If Ultron lives here he should have left some data files for us to look at." He, War Machine, Falcon and Iron Man began to look through the files.

Captain America lead Wanda, Hulk, and Vision around the tower, searching for physical evidence. Meanwhile, Thor hung back with the programmers. He grew bored quickly but when Black Widow found a piece of Asgard Tech, Thor stayed.

"Maybe there's some reason why the tower looks like this," muttered Natasha. "Maybe Ultron didn't want us to know he had been using Asgard's Technology. Because there's nothing left on the charts. He's cleared everything!"

"Or he cleared his history browser because he doesn't want to admit he's a huge fan of us Avengers," Hawkeye said proudly.

"Whatever."

Steve, Hulk, Vision and Wanda reappeared in the room. "We've secured the tower," the shield neared announced. "Ultron's not here and neither are any signs of mass production army work."

"Perhaps he is gone for good," Thor grumbled. "Let's go before I smash something."

"And like I said, THAT'S MY THING!" Screamed Hulk.

Thor grinned. "Just getting on your nerves, Friend Hulk!" He raced out of the tower and flew away, Hulk leaping after him. The others followed soon after. But Wanda wanted to walk home so they let her.

"I think we beat Ultron. Nice job team!" Crowed Iron Man. He flew a figure 8 around the quintet and Vision.

Vision started laughing. "Your suit is at 0.5%."

"WHAT?!" The repulsors shut down and gravity kicked in. "AAAAUUUUUGGGHHHH!" Stark screamed like a little girls whos hair was on fire.

* * *

Wanda was the one who found it. Rather than tell the others what she found, she kept the hack chip and stowed it in a pocket. Once in her pocket, the chip glowed a gentle green. A little red dot appeared in the middle of the chip and Ultron quietly chuckled to himself...

 _ **Think of the Wanda part as the End Credit scene in the Marvel movies. Should Ultron come back? Or should he remain in the chip forever? Maybe I'll make that decision myself but otherwise then that it's up to you, crowd!**_


End file.
